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This excerpt taken from the NAVI DEF 14A filed Nov 1, 2006. John J.
Gavin, Jr.
On April 6, 2006, we entered into a Separation Agreement
with Mr. Gavin. The Separation Agreement with
Mr. Gavin provides that if his employment is terminated by
NaviSite other than for cause (as defined), disability (as
defined) or death, or by him for good reason (as defined)
following a change of control (as defined), then NaviSite shall
be obligated to (i) pay Mr. Gavin as severance his
annual base salary in effect on the date of termination for a
period of six months, in the case of a termination by NaviSite
other than for cause, disability or death, or for a period of
twelve months, in the case of a termination by Mr. Gavin
for good reason, (ii) pay a lump sum bonus payment to
Mr. Gavin equal to his target bonus for the current fiscal
year pro rated to the date of termination, (iii) pay to
Mr. Gavin any unpaid bonus from the prior fiscal year,
(iv) pay all legal fees and expenses incurred by
Mr. Gavin in seeking to obtain or enforce any right
provided by the Separation Agreement, and (v) reimburse
Mr. Gavin for COBRA payments for health and welfare
benefits continuation if he elects COBRA coverage for a period
of six months, in the case of a termination by NaviSite other
than for cause, disability or death, or for a period of twelve
months, in the case of a termination by Mr. Gavin for good
reason. Mr. Gavin will not be entitled to the foregoing
benefits if an equivalent benefit is received by him from
another employer during the six month period following his
termination, in the case of a termination by NaviSite other than
for cause, disability or death, or for a period of twelve months
in the case of a termination by him for good reason.
The Separation Agreement also provides that following a change
of control (as defined) of NaviSite, all options and shares of
restricted stock issued to Mr. Gavin under NaviSite’s
Amended and Restated 2003 Stock Incentive Plan or any other
NaviSite stock incentive plan will become exercisable and vested
in full on the date of the change of control.
NaviSite’s obligations to provide the forgoing benefits is
subject to the effectiveness of a general waiver and release
from Mr. Gavin in favor of NaviSite, its directors,
officers, employees, representatives, agents and affiliates in a
form satisfactory to NaviSite.
On October 24, 2006, we entered into a Bonus Letter with
Mr. Gavin detailing our 2007 Plan. Mr. Gavin’s
compensation under the 2007 Plan includes a fiscal 2007 base
salary of $250,000, a target incentive bonus of $125,000 and an
over-achievement bonus opportunity of $80,000. Payment of the
incentive bonus and the over-achievement bonus is dependent on
the Company achieving certain financial goals as established by
the Board of Directors.
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